Stock-Based Compensation Plans

The Company’s equity incentive plans are broad-based, long-term retention programs that cover employees, consultants and non-employee directors of the Company. These plans are intended to attract and retain talented employees, consultants and non-employee directors and to provide such persons with a proprietary interest in the Company.

Stock-Based Compensation

The following table summarizes stock-based compensation expense related to stock awards granted under the Company’s equity incentive plans and rights to acquire stock granted under the Company’s Employee Stock Purchase Plan (ESPP):



	Three Months Ended				Nine Months Ended
(In thousands)	December 31, 2016		January 2, 2016		December 31, 2016		January 2, 2016
Stock-based compensation included in:
Cost of revenues	$	1,945	$	2,145	$	5,994	$	5,872
Research and development	17,154		16,935		48,803		44,561
Selling, general and administrative	11,768		12,383		35,276		34,031
	$	30,867	$	31,463	$	90,073	$	84,464

As a result of the early adoption of new guidance on accounting for share-based payments in the first quarter of fiscal 2017, during the third quarter and first nine months of fiscal 2017 the Company recorded excess tax benefits realized for the tax deduction from option exercises and other awards of $1.2 million and $10.9 million, respectively, in the provision for income taxes. During the third quarter and first nine months of fiscal 2016, the Company recorded excess tax benefits realized for the tax deduction from option exercises and other awards of $1.2 million and $8.5 million, respectively, in additional paid-in capital.

Employee Stock Option Plans

A summary of the Company’s option plans activity and related information is as follows:



	Options Outstanding
(Shares in thousands)	Number of Shares		Weighted-Average Exercise Price Per Share
April 2, 2016	1,257		$	25.42
Exercised	(1,010	)	$	24.78
Forfeited/cancelled/expired	(3	)	$	26.21
December 31, 2016	244		$	28.03
Options exercisable at:
December 31, 2016	243		$	28.01
April 2, 2016	1,241		$	25.33

The types of awards allowed under the 2007 Equity Incentive Plan (2007 Equity Plan) include incentive stock options, non-qualified stock options, restricted stock units (RSUs), restricted stock and stock appreciation rights. To date, the Company has issued a mix of non-qualified stock options and RSUs under the 2007 Equity Plan. As of December 31, 2016, 12.7 million shares remained available for grant under the 2007 Equity Plan.

The total pre-tax intrinsic value of options exercised during the three and nine months ended December 31, 2016 was $2.8 million and $24.2 million, respectively. The total pre-tax intrinsic value of options exercised during the three and nine months ended January 2, 2016 was $8.3 million and $31.6 million, respectively. This intrinsic value represents the difference between the exercise price and the fair market value of the Company’s common stock on the date of exercise.

The Company's stock-based compensation expense relating to options during the first nine months of fiscal 2017 and 2016 was not material.

RSU Awards

A summary of the Company’s RSU activity and related information is as follows:



	RSUs Outstanding
(Shares in thousands)	Number of Shares		Weighted-Average Grant-Date Fair Value Per Share
April 2, 2016	6,678		$	40.74
Granted	3,130		$	43.40
Vested	(2,269	)	$	39.49
Cancelled	(412	)	$	41.15
December 31, 2016	7,127		$	42.27

The estimated fair values of RSU awards were calculated based on the market price of Xilinx common stock on the date of grant, reduced by the present value of dividends expected to be paid on Xilinx common stock prior to vesting. The per share weighted-average fair value of RSUs granted during the third quarter of fiscal 2017 was $49.50 ($43.41 for the third quarter of fiscal 2016), and for the first nine months of fiscal 2017 was $43.40 ($41.24 for the first nine months of fiscal 2016), which were calculated based on estimates at the date of grant using the following weighted-average assumptions:



	Three Months Ended				Nine Months Ended
	December 31, 2016		January 2, 2016		December 31, 2016		January 2, 2016
Risk-free interest rate	1.4	%	1.3	%	0.9	%	1.3	%
Dividend yield	2.5	%	2.7	%	2.8	%	2.8	%

For the majority of RSUs granted, the number of shares of common stock issued on the date the RSU awards vest is net of the minimum statutory withholding requirements that we pay in cash to the appropriate taxing authorities on behalf of our employees. In the condensed consolidated statement of cash flows, these amounts have been included as a reduction in the cash proceeds from issuance of common stock under our various stock plans. During the first nine months of fiscal 2017 and 2016, we withheld $29.9 million and $29.8 million worth of RSU awards, respectively, to satisfy the employees’ tax obligations.

Employee Stock Purchase Plan

Under the ESPP, shares are only issued during the second and fourth quarters of each fiscal year. Employees purchased 446 thousand shares for $15.0 million during the second quarter of fiscal 2017 and 438 thousand shares for $14.5 million in the second quarter of fiscal 2016. The per-share weighted-average fair value of stock purchase rights granted under the ESPP during the second quarter of fiscal 2017 and 2016 was $11.64 and $9.78, respectively. The fair values of stock purchase plan rights granted in the second quarter of fiscal 2017 and 2016 were estimated using the Black-Scholes option pricing model at the date of grant using the following assumptions:



	2017		2016
Expected life of options (years)	1.25		1.25
Expected stock price volatility	0.23		0.25
Risk-free interest rate	0.5	%	0.4	%
Dividend yield	2.6	%	3.0	%

The next scheduled purchase under the ESPP is in the fourth quarter of fiscal 2017. As of December 31, 2016, 9.0 million shares were available for future issuance under the ESPP.